Nano Nuclear Energy (NNE)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-06-03 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: Nano Nuclear Energy Inc. (NNE) CIK: 0001923891 --- Reporting Owner --- Name: Garcha Jaisun CIK: 0001999680 Role: Officer (Chief Financial Officer) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-06-03 | Code: M (Exercise of derivative) Shares: +20,000 | Price: $3.00 Total Value: $60,000.00 Shares Owned After: 365,000 | Ownership: D (Direct) Footnotes: [F1] Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. [Transaction #2] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -20,000 | Price: $26.08 Total Value: $521,660.00 Shares Owned After: 345,000 | Ownership: D (Direct) Footnotes: [F3] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025. [F4] This transaction was executed in multiple trades during the day at prices ranging from $25.7100 to $26.4300. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. [Transaction #3] Security: Common Stock Date: 2026-06-03 | Code: M (Exercise of derivative) Shares: +17,215 | Price: $0.00 Shares Owned After: 362,215 | Ownership: D (Direct) Footnotes: [F2] Represents shares of common stock issued upon the settlement of certain Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled. [Transaction #4] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -15,223 | Price: $26.84 Total Value: $408,646.21 Shares Owned After: 346,992 | Ownership: D (Direct) Footnotes: [F3] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025. [F5] This transaction was executed in multiple trades during the day at prices ranging from $26.4300 to $27.4000. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. [Transaction #5] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -1,761 | Price: $27.59 Total Value: $48,593.03 Shares Owned After: 345,231 | Ownership: D (Direct) Footnotes: [F3] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025. [F6] This transaction was executed in multiple trades during the day at prices ranging from $27.4300 to $27.9400. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. [Transaction #6] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -174 | Price: $28.81 Total Value: $5,012.94 Shares Owned After: 345,057 | Ownership: D (Direct) Footnotes: [F3] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025. [F7] This transaction was executed at a price of $28.8100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. [Transaction #7] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -57 | Price: $29.91 Total Value: $1,704.87 Shares Owned After: 345,000 | Ownership: D (Direct) Footnotes: [F3] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025. [F8] This transaction was executed at a price of $29.9100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. --- Derivative Transactions --- [Transaction #1] Security: Stock Options Date: 2026-06-03 | Code: M (Exercise of derivative) Shares: -20,000 | Price: $0.00 Shares Owned After: 150,000 | Ownership: D (Direct) Footnotes: [F1] Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. [F1] Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. [F1] Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. [F1] Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. [Transaction #2] Security: Restricted Stock Units Date: 2026-06-03 | Code: M (Exercise of derivative) Shares: -17,215 | Price: $0.00 Shares Owned After: 87,845 | Ownership: D (Direct) Footnotes: [F2] Represents shares of common stock issued upon the settlement of certain Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled. [F2] Represents shares of common stock issued upon the settlement of certain Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled. [F2] Represents shares of common stock issued upon the settlement of certain Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled. [F2] Represents shares of common stock issued upon the settlement of certain Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled. --- Footnotes (Complete Index) --- F1: Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. F2: Represents shares of common stock issued upon the settlement of certain Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled. F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025. F4: This transaction was executed in multiple trades during the day at prices ranging from $25.7100 to $26.4300. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. F5: This transaction was executed in multiple trades during the day at prices ranging from $26.4300 to $27.4000. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. F6: This transaction was executed in multiple trades during the day at prices ranging from $27.4300 to $27.9400. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. F7: This transaction was executed at a price of $28.8100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. F8: This transaction was executed at a price of $29.9100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. --- Signature --- /s/ /s/ Jaisun Garcha (2026-06-05)